NEM e.V.

Statute of the NEM

The statute is established on 15/09/2006 and amended by the General Assembly of 06/03/2019.

§ 1
Name, location, fiscal year
(1) The association bears the name NEM, Association of medium-sized European manufacturers and
 distributors of nutritional supplements & health products e.V.
(2) The association is based in Laudert
(3) Fiscal year is the calendar year.

§ 2
Purpose of the association
(1) Purpose of the association is the assumption of the representation of the interests of medium-sized industry and medium-sized trade as well as small and micro enterprises concerning dietary food, dietary supplements, supplemented balanced diets, medical products, functional food as well as appropriate raw materials. In particular, the association will create and maintain legal certainty for German companies within the European Union with regard to the Food Supplementary Regulation and corresponding EU directives. The aim is to create clear, equal, secure legal regulations and framework conditions for industry and trade in the European Union.

(2) Furthermore, the policy, jurisprudence and other state and non-state public and private bodies should be informed about the demands and needs of the production and trade in food supplements, medical devices as well as functional foods and dietetic foods. The interests should be enforced as optimally as possible at all competent authorities.

(3) The association will assist its members in asserting appropriate interests, but also in individual cases vis-à-vis third parties, including against competition law warnings or other claims, etc., as far as possible.

(4) The protection of medium-sized as well as smaller enterprises, but also the protection of the customers and consumers as well as education and advice of the consumers are main tasks of the association. The support of the members in representing their concerns to authorities is also guaranteed by the association.

(5) The association is selflessly active. It does not pursue primarily unilateral economic purposes. Funds of the association may only be used for statutory purposes. The association members receive no profit shares and in their capacity as members also no other donations from means of the association. No person may be favoured by tasks that are alien to the purpose of the association or by disproportionately high remuneration.

§ 3
(1)Members of the association can be any person of legal age, as well as a legal person of public or private law. The application for membership must be submitted in writing, including via e-mail. The board decides on the application for admission. An appeal may be lodged against a refusal decision with the person concerned by this written complaint, which will be decided by the next ordinary general meeting. The appeal decision will be sent in writing. There is no legal claim to membership.

(2) By decision of the President, individual members may be awarded honorary membership. Honorary membership can only be withdrawn for good cause. If you have not been granted special rights, honorary members have the same rights as regular club members.

(3) The membership ends
(a) with the death (natural persons) or the dissolution (legal persons) of the member
(b) on leaving
(c) on exclusion from the club

(4) Resignation must be declared in writing to at least one member of the Management Board. It is only possible with a notice period of three months to the end of a calendar year.

(5) A member can be excluded from the association if it has seriously violated the interests of the association.

(6) The Executive Board decides on the exclusion of the member. The affected member has the right to call the General Assembly within two weeks of receipt of the written notification of exclusion by the Executive Board, at least two weeks before the next General Assembly, at the latest two weeks before the next General Assembly. The call of the General Assembly must be in writing. It has suspensory effect. The General Assembly decides on the exclusion with a two-thirds majority. The decision of the General Assembly will be sent in writing to the member concerned. The exclusion becomes effective upon receipt of the written notification of the decision of the Board of Directors or the decision of the General Assembly. Even when the membership ends, there is no entitlement to a share of the association’s assets.

§ 4
Membership fees
(1) The members pay membership fees, the amount and due date of which are decided by the General Assembly.

(2) The membership fees are paid by all members. The membership fees are determined by the General Assembly in terms of their amount and the due date as well as the method of payment.

(3) Honorary members are exempt from payment. Other members may be exempted from the obligation to contribute wholly or in part by decision of the General Assembly if there is good cause.

§ 5
(1) Organs of the association are:
(a) The Board
(b) The General Assembly

(2) The General Assembly may decide on the formation of further association bodies or committees. Individual members may be granted special rights within the meaning of § 35 BGB.

§ 6
Board and special rights
(1) The Board consists of at least five persons, the President / Chairperson, the Deputy Chairperson and the Director of Finances, the Director of Strategic Association Questions and the Director of Legal Security Systems. Officers can be provided with personal privileges that cannot be withdrawn without the consent of the member by resolution of the General Assembly (§ 35 BGB)

(2) The President / Chairperson and the Deputy Chairperson form the Executive Board in the sense of § 26 BGB (representative board). The association is represented judicially and extrajudicially by the President / Chairperson or by the Deputy Chairperson, in each case with a single representative authority. Employees of the association may not be members of the representative board.

(3) The Board is elected by the General Assembly for a term of five years. The Board remains in office until a new election. If a member resigns during the term of office, the full Board can provisionally appoint a substitute member until the next regular general meeting.

(4) The Board manages the affairs of the association. Through the Board, one or more managing directors can be hired to conduct daily business and be granted power of attorney for the club. The Board undertakes administrative tasks, as far as they are not assigned by the statute or law to another club organ. A possible managing director manages the business on behalf of the board in consultation with the Board itself. The Board has the following tasks in particular.
c) Preparation of the budget for the financial year, bookkeeping, preparation of the annual report.
d) Decisions regarding the admission and exclusion of members
e) Conclusion and termination of employment contracts and other contracts.

(5) The Executive Committee is quorate in its meetings, if all members are present. The invitation shall be made in writing or by e-mail by the President / Chairperson or, if he is unable to attend, by the Deputy Chairperson, at the latest three weeks before the meeting. An agenda has to be communicated. The Board of Directors resolves by a simple majority of the valid votes cast. In the case of a tie, a consensus must be reached. The Board meeting is chaired by the President / Chairperson or, in his absence, by the Deputy Chairperson.

(6) Board resolutions can also be passed by written procedure if all members of the Board of Directors agree in writing to the proposed resolution. The written procedure can also be carried out by e-mail.

(7) The founding member Manfred Scheffler is entitled to the office of President / Chairperson as an inalienable special right within the meaning of § 35. As long as the founding member Manfred Scheffler is also a member of the association, he can only be suspended against his will for good cause within the meaning of § 27 paragraph 2 BGB from the office of the President / Chairman and his term.

§ 7
The association has two auditors who are elected by the General Assembly for a term of five years. They examine the annual statements of the Management Board and comment on their discharge.

§ 8
General Assembly

(1) The General Assembly is responsible for all tasks, as far as they are not incumbent on the Board or other association organs. It is solely responsible for the following matters:

(a) Approval of the budget prepared by the Board for the next financial year

(b) Receipt of the annual report of the Board of Directors, the auditor’s report, as well as discharge of the Board of Directors

(c) Determining the amount and due date of membership fees

(d) Election and dismissal of the members of the Board

(e) Amendment of the statutes

(f) Dissolution of the association

(g) Decision on the complaint about the rejection of a membership application

(h) Decision on the exclusion of a club member or the complaint of a club member against its exclusion by the Board

(i) Election of the accountant.

(2) The ordinary general meeting takes place annually as annual general meeting in the first four calendar months of a year.

(3) The General Assembly shall be convened in writing by the President / Chairperson or, if absent, by the Deputy Chairperson, giving at least three weeks’ notice and stating the agenda. The deadline starts with the day following the dispatch of the letter of invitation. The invitation can also be sent by e-mail. The letter of invitation is regarded as received by the member if it has been addressed to the last address or e-mail address given to the representative.

(4) Each member can request the completion of the agenda in writing no later than one week before the beginning of the general meeting. Requests for supplementing the agenda made after and in the General Assembly can only be approved by a decision of the General Assembly by a two-thirds majority.

(5) The General Assembly shall be chaired by the Chairperson, if he is unable to do so, by the Deputy Chairman, if he is prevented, by the Deputy Chairman, or if he is in turn prevented from doing so, by the Chief Executive Officer. If no Board member is present, the meeting determines the leader. For the execution of Board elections, the General Assembly first chooses an election leader / chairman. This carries out the election of the President / Chairperson. After his election, the President / Chairperson will immediately take over the direction of the meeting, and then carry out the election of the other members of the Executive Board. The General Assembly must be recorded by a protocol officer to be determined. Elections to the Board are by secret ballot vote, and an open election is allowed if the Assembly so decides unanimously. The General Assembly is quorate if at least one tenth of the club members, but at least 5 club members,  are present ;when changing the purpose of the club and dissolution of the association at least one third of the voting club members must be present.

(6) In the event of a quorum failing to be achieved, the President / Chairperson must convene a new General Assembly meeting within four weeks with the same agenda, which shall be quorate regardless of the number of members present. This should be indicated in the invitation.

(7) Every ordinary member has one vote. Voice transmissions are permitted to a limited extent. A member is entitled to represent at most one other ordinary member of the association on presentation of a written proxy. Passive members have only one advisory vote, but no voting rights, they are only entitled to the rights that result from mandatory legal provisions.

(8) Resolutions are passed by a simple majority of the valid votes cast. Abstentions are not counted. For amendments to the statute, a three-fourths majority of the valid votes cast is required, a change of the purpose of the association or dissolution of the association requires a majority of four-fifths of the valid votes cast. Abstentions are not counted.

(9) Board members are elected individually, first the President / Chairperson, then the other Board members. The candidate who has received more than half of the valid votes cast is considered elected. If this number of votes has not been reached, a second ballot will take place in the second round of voting between the two candidates who received the most votes. In case of a tie, the Chairperson decides by drawing a ticket.

(10) The General Assembly can adopt rules of procedure.

§ 9
Dissolution of the association
(1 The dissolution of the association can only be decided in a General Assembly meeting with the majority of votes in these statutes.

(2) Unless the General Assembly decides otherwise, the President / Chairperson and the Vice Chairperson are jointly authorized liquidators.

(3)  he above provisions shall apply accordingly in the event that the association is dissolved for any other reason or loses its legal capacity.

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